FEDERAL AGRICULTURAL MORTGAGE CORPORATION NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION _______________________________ REGISTRATION RIGHTS AGREEMENT _______________________________ Dated as of July 28, 2005...

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FEDERAL AGRICULTURAL
MORTGAGE CORPORATION

NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION

_______________________________

REGISTRATION RIGHTS AGREEMENT

_______________________________

Dated as of July 28, 2005

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          REGISTRATION RIGHTS AGREEMENT, dated as of July 28, 2005, between FEDERAL AGRICULTURAL MORTGAGE CORPORATION, a federally-chartered instrumentality of the United States and an institution of the Farm Credit System ("Xxxxxx Mac"); and NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a cooperative association existing under the laws of the District of Columbia ("CFC").

RECITALS

          WHEREAS, CFC wishes from time to time to issue and sell Notes to Xxxxxx Mac, and Xxxxxx Mac wishes from time to time to purchase such Notes from CFC, all on the terms and subject to the conditions set forth in the Note Purchase Agreement dated as of July 28, 2005, between Xxxxxx Mac and CFC (the "Note Purchase Agreement"); and

          WHEREAS, Xxxxxx Mac wishes to have the right to resell some or all of the Notes from time to time, including in a public offering registered under the Securities Act of 1933 (the "Act");

          NOW, THEREFORE, Xxxxxx Mac and CFC agree as follows:

ARTICLE I

Definitions

          SECTION 1.01. Definitions. Capitalized terms used herein and not defined herein shall have the meanings given to those terms in the Note Purchase Agreement.

ARTICLE II

Registration and Sale

          SECTION 2.01. Registration Request. Under the conditions described herein, Xxxxxx Mac may request CFC (a "Registration Request") to effect the registration under the Act of the issuance of the Exchange Notes (as defined below) to Xxxxxx Mac in exchange for a specified amount (but not less than $50 million principal amount) of its Notes (the "Sale Notes"), and the sale by Xxxxxx Mac of the Exchange Notes.

          SECTION 2.02. Purchase Option. Upon receipt of a Registration Request, CFC may, in lieu of the requested registration, elect, by written notice delivered to Xxxxxx Mac no later than 30 days after receipt of such request, to purchase all, but not less than all, the Sale Notes subject to such request (CFC's "Purchase Option"). Upon such election, CFC shall become obligated to purchase, and Xxxxxx Mac shall be obligated to sell to CFC, such Sale Notes on a mutually agreed date no later than 15 days after written notice of such election, at a purchase price equal to the fair market value of 

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such Sale Notes including accrued and unpaid interest thereon through the date of purchase, payable in the same manner as payments of interest on the Notes are made by CFC to Xxxxxx Mac.

          SECTION 2.03. Registration. (a) Upon receipt of a Registration Request, and so long as CFC has not exercised its Purchase Option and purchased the Sale Notes covered thereby, CFC shall be obligated to file a registration statement (on Form S-3 or such other form as CFC may elect) under the Act for the registration (a "Registration") of a principal amount of Exchange Notes (as defined below) equal to the principal amount of the Sale Notes and for the qualification of an Indenture (as defined below) under the Trust Indenture Act of 1939 (the "Trust Indenture Act"), registering the exchange by CFC with Xxxxxx Mac of the Exchange Notes for the Sale Notes and the sale of the Exchange Notes by Xxxxxx Mac. CFC shall use its reasonable best efforts to cause such registration statement to become effective within 180 days of receipt of the Registration Request.

          (b) As used herein, "Exchange Notes" shall mean notes issued by CFC under an Indenture, having terms identical to the Sale Notes except that they will be payable to the registered holder, available in denominations of $1,000 and integral multiples thereof and otherwise contain any terms required in order for the Indenture to be qualified under the Trust Indenture Act; and "Indenture" shall mean the Indenture pursuant to which the Exchange Notes are to be issued, with a qualified trustee selected by CFC and reasonably acceptable to Xxxxxx Mac, which provides for the Exchange Notes to have terms identical to the Sale Notes, but without the transfer restrictions and except for provisions required by the Trust Indenture Act.

          (c) Periods of Effectiveness. CFC agrees to keep any Registration Statement effective, and to update as necessary (including by incorporation by reference) any prospectus included in any Registration Statement, until the later of the completion of the distribution of the Exchange Notes and 45 days after the Registration Statement has become effective. The 45-day period provided in the preceding sentence, and the 180-day period provided in the first sentence of Section 2.03(a), shall be suspended during any Blackout Period as defined in Section 2.06 hereof.

          SECTION 2.04. Expenses. (a) Xxxxxx Mac shall be responsible for the following expenses in connection with any Registration: the SEC filing fee for the Registration Statement; the fees and expenses of its counsel, if any; the underwriting commissions and discounts of its underwriters for the sale of the Exchange Notes, if any; the fees and expenses of the trustee under the Indenture, and its counsel; and the printing costs of the prospectus, if any.

          (b) CFC shall be responsible for the following expenses in connection with any Registration: the fees and expenses of its auditors; and the fees and expenses of its counsel.

          SECTION 2.05. Conditions. The right of Xxxxxx Mac to make a Registration Request shall be subject to the following conditions:

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          (a) Each Registration Request shall relate to a principal amount of Sale Notes equal to $100 million, or an integral multiple of $10 million in excess thereof.

          (b) Xxxxxx Mac can issue no more than one Registration Request in any calendar year.

          (c) Xxxxxx Mac may not issue a Registration Request (i) in respect of any Sale Notes that have a maturity of less than five years, prior to the first anniversary of the issuance thereof, and (ii) in respect of any Sale Notes that have a maturity of five years or greater, prior to the second anniversary of the issuance thereof.

          (d) Xxxxxx Mac shall provide all information (such as the plan of distribution) reasonably required by CFC to be included in the registration statement that relates to its sale of the Exchange Notes.

          (e) If the sale of the Exchange Notes by Xxxxxx Mac is proposed to be by underwriters, then the firm or firms acting as underwriters for the offering will be subject to approval by CFC.

          SECTION 2.06. Blackout Periods. CFC shall have no obligation to cause a Registration Statement to become or to remain effective, and Xxxxxx Mac agrees that it will not sell any Exchange Notes, during any period or periods (which may not exceed 45 continuous days or 90 days in any calendar year) during which CFC has reasonably determined that it is not appropriate for its securities to be sold pursuant to a Registration Statement, provided that CFC shall not during any such period be selling for its own account any debt securities registered under the Act (each such period, a "Blackout Period").

ARTICLE II

Miscellaneous

          SECTION 3.01. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE UNITED STATES OF AMERICA, TO THE EXTENT APPLICABLE, AND OTHERWISE THE LAWS OF THE DISTRICT OF COLUMBIA.

          SECTION 3.02. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF 

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LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.02.

          SECTION 3.03. Notices. All notices and other communications hereunder to be made to any party shall be in writing and shall be addressed as specified in Schedule I attached hereto as appropriate. The address, telephone number, or facsimile number for any party may be changed at any time and from time to time upon written notice given by such changing party to the other parties hereto. A properly addressed notice or other communication shall be deemed to have been delivered at the time it is sent by facsimile (fax) transmission to the party or parties to which it is given.

          SECTION 3.04. Benefit of Agreement. This Agreement shall become effective when it shall have been executed by Xxxxxx Mac and CFC, and thereafter shall be binding upon and inure to the respective benefit of the parties and their permitted successors and assigns.

          SECTION 3.05. Amendments and Waivers. (a) No provision of this Agreement may be amended or modified except pursuant to an agreement in writing entered into by Xxxxxx Mac and CFC. No provision of this Agreement may be waived except in writing by the party or parties receiving the benefit of and under such provision.

          (b) No failure or delay of Xxxxxx Mac or CFC in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No waiver of any provision of this Agreement or consent to any departure by CFC therefrom shall in any event be effective unless the same shall be authorized as provided in paragraph (a) of this Section 3.05, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on CFC in any case shall entitle CFC to any other or further notice or demand in similar or other circumstances.

          SECTION 3.06. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

          SECTION 3.07. Severability. If any term or provision of this Agreement or any Note Document or the application thereof to any circumstance shall, in any jurisdiction and to any extent, be invalid or unenforceable, such term or such provision shall be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable any remaining terms or provisions of such Note Document or the application of such term or provision to circumstances other than those as to which it is held invalid or unenforceable.

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          IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed, all as of the day and year first above written.

FEDERAL AGRICULTURAL
MORTGAGE CORPORATION,

       by

             /s/ Xxxxx X. Xxxxxxx

Name:  Xxxxx X. Xxxxxxx

Title:     President

NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION,

       by

             /s/ Xxxxxx X. Xxxxx

Name:   Xxxxxx X. Xxxxx

Title:     Sr. Vice President & Chief
              Financial Officer

[Signature Page to Registration Rights Agreement]

SCHEDULE I

Addresses for Notices

          The addresses referred to in Section 3.03 hereof, for purposes of delivering communications and notices, are as follows:

If to Xxxxxx Mac:

Federal Agricultural Mortgage Corporation
0000 00xx Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, XX 00000
Fax: 000-000-0000
Attention of: Xxxxx X. Xxxxxxxxx, Chief Financial Officer

With a copy to:

Federal Agricultural Mortgage Corporation
0000 00xx Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, XX 00000
Fax: 000-000-0000
Attention of: Xxxxxx X. Xxxxxx, Vice President - General Counsel

If to CFC:

National Rural Utilities Cooperative Finance Corporation
0000 Xxxxxxxxxxx Xxx
Xxxxxxx, XX 00000-0000
Telephone: 000-000-0000
Fax: 000-000-0000
Attention of: Xxxxxx X. Xxxxx, Chief Financial Officer

With a copy to:

National Rural Utilities Cooperative Finance Corporation
0000 Xxxxxxxxxxx Xxx
Xxxxxxx, XX 00000-0000
Telephone: 000-000-0000
Fax: 000-000-0000
Attention of: Xxxx X. List, Esq., General Counsel